UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2008 ̈TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from  _________ to _________
Commission File Number: 333-150952Protecwerx Inc.
(Name of Small Business Issuer in its charter)

Nevada
     None(state or other jurisdiction of incorporation or organization)
     (I.R.S. Employer I.D. No.)


800 Fifth Avenue, Suite 4100Seattle, Washington 98104
(Address of principal executive offices)(206) 839 8566
Issuers telephone number

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈     Accelerated filer    ̈     Non-accelerated filer   ̈     Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No  ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 12, 2008, the registrant had 38,043,000shares of common stock outstanding.

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|Table of Contents                                                                            
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|                                                                                             
|PART I - FINANCIAL INFORMATION                                                               
|Item 1. Financial Statements                                                                 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|Item 4. Controls and Procedures                                                              
|Item 4T. Controls and Procedures                                                             
|PART II  OTHER INFORMATION                                                                  
|Item 1. Legal Proceedings                                                                    
|Item 1A. Risk Factors                                                                        
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                          
|Item 3. Defaults Upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits                                                                             

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited interim financial statements of Protecwerx Inc. (the Company, Protecwerx, we, our, us) follow. All currency references in this report are in US dollars unless otherwise noted.

Protecwerx Inc.Financial Statements
(A Development Stage Company)
(Unaudited)
July 31, 2008

Financial Statement Index

|Balance Sheets                    | F1
|--------------------------------- | ---
|Statements of Operations          | F2
|Statements of Cash Flows          | F3
|Notes to the Financial Statements | F4

1

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PROTECWERX INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)

July 31, 2008
     January 31, 2008ASSETSCurrent assetsCash
     $ 25,686
     $ 39,427Prepaid fees and expenses
     -
     2,167Total current assets
     $ 25,686
     $ 41,594LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable and accrued liabilities
     $ 7,590
     $ 4,819Stockholders equityPreferred Stock, $0.00001 par value; authorized20,000,000 shares, none issued and outstandingCommon Stock, $0.00001 par value; authorized180,000,000 shares, issued and outstanding 38,043,000 and 38,014,000, respectively
     380
     380Additional paid in capital
     101,745
     85,120Deficit accumulated during development stage
     (84,029)
     (48,725)Total stockholders equity
     18,096
     36,775Total liabilities and stockholders equity
     $ 25,686
     $ 41,594


The accompanying notes are an integral part of these unaudited financial statements

F-1

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PROTECWERX INC.(A Development Stage Company)STATEMENTS OF OPERATIONS(Unaudited)Three months
     Six months
     October 16, 2007 (Date Inception)ended July 31, 2008
     ended  July 31, 2008
     to July 31, 2008Costs and expensesResearch and development
     $ -
     $ -
     $ 8,000General and administrative
     15,320
     35,304
     76,029Net loss
     $ (15,320)
     $ (35,304)
     $ (84,029)Basic and diluted loss per share
     $ (0.00)
     $ (0.00)
     n/aWeighted average number of shares outstanding
     38,043,0000
     38,034,690
     n/a


The accompanying notes are an integral part of these unaudited financial statements

F-2

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PROTECWERX INC.(A Development Stage Company)STATEMENTS OF CASH FLOWS(Unaudited)Six months ended
     October 16, 2007(Date of Inception)July 31, 2008
     to July 31, 2008Cash flows used in operating activitiesNet loss for the period
     $ (35,304)
     $ (84,029)Adjustments to reconcile net loss to net cash used in operating activities:Prepaid expenses
     2,167
     -Accounts payable and accrued liabilities
     2,771
     7,590Net cash used in operating activities
     (30,366)
     (76,439)Cash flows from financing activitiesProceeds from common stock sales
     16,625
     102,125Net cash provided by financing activities
     16,625
     102,125Increase (decrease) in cash during the period
     (13,741)
     25,686Cash, beginning of the period
     39,427
     -Cash, end of the period
     $ 25,686
     $ 25,686Supplemental Disclosures of Cash Flow Information:Interest paid
     $ -
     $ -Income taxes paid
     $ -
     $ -


The accompanying notes are an integral part of these unaudied financial statements

F-3

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Protecwerx Inc.
(A Development Stage Company)
Notes to the Financial Statements

Note 1

Basis of Presentation

The accompanying unaudited interim financial statements of Protecwerx Inc. (the Company), have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's S-1 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008 as reported in the Form S-1 have been omitted.

Note 2

Going Concern

These financial statements have been prepared in accordance with GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At July 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses since its inception and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Companys ability to continue as a going concern. Management has no formal plan in place to address this concern other than the Company attempting to obtain additional funds by equity financing and/or related party advances; however there is no assurance that additional funding will be available.

Note 3

Common Stock

During the six months ended July 31, 2008, the Company sold 29,000 shares of common stock for cash proceeds of $16,625

F-4

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by
terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual
events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

Overview

We plan to acquire, develop, manufacture and distribute recreational vehicle protection products through a variety of distribution channels. Our first product is Ankle Armor. We intend to patent, manufacture, distribute and sell Ankle Armor over the
next 12 months. Ankle Armor consists of a Lycra ankle brace that includes a series of foam pads and plastic or Kevlar guards. The brace will be shaped like a sock with the toe end cut off and we plan to offer it in various colors and sizes to fit
children and adults. The hard guards will be located along the front at the top to protect the shin bone and on each side of the ankle to protect the ankle bones.

We are a development stage company that has only recently begun operations. We have not generated any revenues from our intended business activities, and we do not expect to generate revenues until 2009. We intend to generate revenues from the sale
of Ankle Armor. We have relied on the sale of equity securities and capital from outside sources to continue our operations.

Liquidity and Capital Resources

At July 31, 2008 we had cash of $25,686 in our bank accounts and working capital of $18,096. Our net loss from October 16, 2007 to July 31, 2008 was $84,029. We are solely dependent on the funds raised through our equity or debt
financing and our net loss was funded through equity financing.

From October 16, 2007 (date of inception) to July 31, 2008, we raised gross proceeds of $102,125 in cash from the sale of our securities.

For the six months ended July 31, 2008, we used net cash of $30,366 on operating activities. We also received net cash of $16,625 from financing activities. Our decrease in cash for the six months ended July 31, 2008 was $13,741 due to a
low amount of capital raised through sales of our securities compared to our professional fees as well as general and administrative expenses.

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We expect to require approximately $1,300,000 in financing to acquire and develop technologies and our Ankle Armor product over the next 12 months (beginning October 2008), as follows:

Target completion date or, if not known,
     Our cost to completeDescription
     number of months to complete
     ($)Further development of Ankle Armor
     November 2008
     10,000Development of website
     October 2008
     5,000Manufacturing of initial prototypes
     December 2008
     10,000Filing of patent protection application
     February 2009
     60,000Tradeshows
     12 months
     25,000Final development of Ankle Armor
     April 2009
     50,000Setup of a product line and manufacturing
     May 2009
     550,000Acquisitions of other injury protection technologies or businesses
     May 2009
     60,000Sales and marketing
     12 months
     100,000Professional fees
     12 months
     50,000Management fees
     12 months
     25,000Consulting expenses
     12 months
     55,000Corporate communications and investor relations
     12 months
     200,000General and administrative expenses
     12 months
     100,000Total
     
     1,300,000


At present, our cash requirements for the next twelve months outweigh the funds available to maintain or develop our operations. In order to fully carry out our business plan, we need additional financing of approximately $1,300,000 for the next 12 months. In order to improve our liquidity, we intend to pursue additional equity financing from private investors or possibly a registered public offering. We intend to negotiate with our management and consultants to pay parts of salaries and fees with stock and stock options instead of cash. There can be no assurance that we will be successful in our efforts to secure additional equity financing.

If our cash flow improves through these efforts, our management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will be removed only when revenues have reached a level that sustains our business operations.

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Results of Operations for the Period From October 16, 2007 (Date of Inception) to July 31, 2008 and for the Three Months Ended July 31, 2008.

Lack of Revenues

We have had limited operations since our inception on October 16, 2007 to July 31, 2008 and we have not generated any revenues. As of July 31, 2008, we had total assets of $25,686 and total liabilities of $7,590. Since our inception to July 31, 2008, we have an accumulated deficit of $84,029. We anticipate that we will incur substantial losses over the next year. Our ability to generate any revenues in the next 12 months remains uncertain.

Expenses

We accumulated total expenses of $84,029 from the date of our inception to July 31, 2008, including $8,000 in research and development and $76,029 in general and administrative expenses.

For the three months ended July 31, 2008, we incurred $15,320 in total expenses which were classified as general and administrative expenses.

Our general and administrative expenses consist of bank charges, office maintenance, communication expenses, courier, postage, office supplies, and legal and auditing consulting fees.

Net Loss

From the time of inception on October 16, 2007 to July 31, 2008 we have incurred a net loss of $84,029

Results of Operations for the Six Months Ended July 31, 2008.

Lack of Revenues

We did not earn any revenues in the six months ended July 31, 2008. We anticipate that we will incur substantial losses over the next year and our ability to generate any revenues in the next 12 months remains uncertain.

Expenses

For the six months ended July 31, 2008, we incurred total expenses of $35,304, which were all classified as general and administrative expenses.

Net Loss

For the six months ended July 31, 2008, we incurred a net loss of $35,304.

4

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Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures.

Not applicable.

Item 4T. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2008. Based on this evaluation, our management has concluded that our disclosure controls and procedures adequately ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The evaluation did not identify any change in our internal control over financial reporting that occurred during the period ended July 31, 2008 that has materially affected or is reasonably likely to materially affect our internal control over such reporting.

The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



|(1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
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|(2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
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|(3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the registrant's assets that could have a material effect on the financial statements.                                                                                                                               
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MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

This quarterly report does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

We are not aware of any legal proceedings that involve us.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

From May 1, 2008 to July 31, 2008, we did not sell any unregistered securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

6

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Item 6. Exhibits

Exhibit No.
     Description31.1
     Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
     Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Protecwerx Inc.(Registrant)Date: September 12, 2008
     /s/ Jerry BoydJerry BoydPresident, Chief Executive Officer,  Chief Financial Officer,Principal Accounting Officer, Director


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